UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K/A


Amendment No. 1


MARK ONE:





[X]
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.For the Fiscal year ended December 31, 2010[ ]
Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934For the transition period from __________ to  _____________.





Commission file number 0-20726





Kent International Holdings, Inc.


(Exact name of registrant as specified in its charter)





Nevada
20-4888864(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)7501 Tillman Hill Road, Colleyville, Texas
76034(Address of principal executive offices)
(Zip Code)





Registrant’s telephone number   (682) 738-8011





Securities registered under Section 12(b) of the Exchange Act:


None





Securities registered under Section 12(g) of the Exchange Act:





Common Stock, par value $.002 per share


(Title of Class)





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ]





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. [ ]





Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes XNo _____





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)  Yes ___    No ___





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K  is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One)


Large accelerated filer ___    Accelerated filer ___    Non-accelerated filer ___    Smaller reporting company X




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


YesX                      No ____





As of February 28, 2011, there were 3,555,488 shares of common stock outstanding.  The aggregate market value of the common stock held by non-affiliates of the registrant, based upon the closing sale price on The Pink Sheets on June 30, 2010, was $2.732 million.








PART I


Item 1.  -              BUSINESS





General





Except for the historical information contained herein, the matters discussed in this Annual Report on Form 10-K are forward-looking statements that involve risks and uncertainties.  For a discussion of certain factors which may affect the outcome projected in such statements, see Item 1A (“Risk Factors”) of this Annual Report, as well as factors noted in the balance of this Item 1 (“Description of Business”).  Actual results may differ materially from those projected.  These forward-looking statements represent the Company’s judgment as of the date of the filing of this Annual Report.  The Company disclaims, however, any
intent or obligation to update these forward-looking statements.





Prior Business





Kent International Holdings, Inc. (“Kent International,” “Company,” “us,” “we” and “our”), previously known as Cortech, Inc. (“Cortech”), was a biopharmaceutical company whose primary focus had been the discovery and development of novel therapeutics for the treatment of inflammatory disorders.  The Company terminated those operations in 2004.  Cortech was incorporated in 1982 in Colorado and reincorporated in Delaware in 1991.  On May 25, 2006, Cortech was reincorporated in Nevada by a merger with its wholly owned subsidiary, Kent International Holdings, Inc.  The reincorporation
effected a change in Cortech’s legal domicile from Delaware to Nevada and a change in the name from Cortech, Inc. to Kent International Holdings, Inc.





Real Estate





On March 22, 2011, the Company through a wholly owned subsidiary, Kent Texas Properties, LLC (“KTP”), acquired the land and improvements located at 4211 Cedar Springs Road (the “Property”) in Dallas, Texas.  The acquisition was funded using cash on hand and the Property is not subject to any loans or encumbrances.  KTP was organized for the purpose of owning the Property, and has not engaged in any other business activity.  TheProperty was introduced to the Company by a real estate broker who was compensated for the transaction exclusively by the seller.  The seller of
the Property was 4211 Cedar Springs Road Partners, a Dallas-based real estate company.Prior to the acquisition, the seller had no affiliation with the Company or any member of the Company’s management.Commencing with this purchase, the Company intends to operate as a full service real estate corporation that owns and operates income producing properties.  We will look to opportunistically acquire additional income producing properties such as commercial buildings, small shopping centers or apartment buildings, or any other type of income producing property that offers a suitable yield.  We will focus our search primarily in the Dallas/Fort Worth area; however, we will not limit our search to that market.  Alternatively,
management will also continue to pursue other acquisition opportunities that offer potentially profitable uses for the Company’s available capital.





The Company determined that involvement in real estate would enable it to take advantage of the extensive experience of its Chief Executive Officer in the real estate industry.  From 1971 to 1974 Paul O. Koether was the chairman of Residex Corporation, which sold finished lots to builders and built single family homes in New Jersey, Pennsylvania and the U.S. Virgin Islands.  From 1979 to 1983, Mr. Koether was Chairman of Citrus County Land Bureau in Inverness, Florida.  That entity sold finished lots, built homes and also sold commercial property.  From 1992 through 1994, Mr. Koether was Chairman of Northcorp Realty Advisor of Dallas, Texas, which had
offices in Denver, Atlanta, Washington D.C. and Hoboken, N.J..  Northcorp was a real estate workout contractor for the FDIC and the Resolution Trust Company, and sold and/or managed assets valued, in aggregate, at more than $2 Billion dollars.  In addition, Mr. Koether also served in 1981 as a director of Kentucky Property Trust, a REIT located in Lexington Kentucky, and in 1991 as a director of First Western Savings (the largest S&L in the State of Nevada) which was active in real estate lending.


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The Company’s general investment strategy shall be to make investments in real properties that offer attractive current yields with, in some cases, potential for capital appreciation.  We may buy these properties directly, through joint ventures, or as general partner in limited partnerships utilizing funds raised from accredited investors.  At the time of the acquisition of the Property, we were engaged in discussions to enter into a joint venture to purchase a multi-family complex in the Dallas/Forth Worth area wherein we would obtain the majority of the general partnership interest as well as a majority of the limited partnership units.  These discussions
were subsequently terminated when we were unable to reach an agreement with the potential partners in the joint venture.





We believe that the current economic climate together with a restriction in credit available to would be purchasers of real estate will enable Kent International to acquire properties at favorable prices by funding the purchases with cash on hand.  We would then attempt to obtain a mortgage on said properties after closing thereby replenishing our cash on hand.  We are currently reviewing opportunities to obtain a commercial mortgage loan meant to refinance our purchase of 4211 Cedar Springs; however, we have not yet made a formal application for a mortgage and  are uncertain whether any mortgage will be approved or what terms may be offered.





Our efforts to acquire properties on favorable terms will be limited by the competition we shall face in securing real estate opportunities.  We compete in acquiring and leasing facilities with small private real estate companies and investors.   The market for real estate investors is generally highly competitive and fragmented. Our competitors are numerous, consisting mainly of small and regional private firms.  Many of them, however, have both financial and personnel resources far exceeding our own, which they can use to their advantage in negotiation for an acquisition. Once we acquire a property, our ability to attract and retain tenants will depend on
cost, location, amenities offered and suitability of the space for a particular tenant compared with other properties that a prospective tenant may consider. Additionally, the Property will be subject to competition for tenants at the end of the GSA lease term.  As this term is for a minimum of 7 years and is more likely for 12 years, we are unable to predict the Property’s competitiveness in the Dallas/Forth Worth market when it becomes available.





In assessing the benefit of the acquisition to the Company, Management considered the following factors:





·
The lease provides for annual rent of $746,464 together with a reimbursement of certain operating expenses that exceed a baseline.  This base is subject to annual adjustment based on the Cost of Living Index (COLI).  Since the likelihood of default by the GSA is relatively low, we did not feel a discount for possibility of default was necessary.  Therefore our estimate of revenue for the next seven years was in excess of $746,000.


·
Expenses during 2010 (net of expenses related to the prior owners that will not be repeated) consisted of:


Property taxes in the amount of $68,063


Operations including maintenance and utilities in the amount of $217,830


Management fees in the amount of $30,377


Property insurance in the amount of $7,677





The GSA lease includes provisions for expense reimbursements in excess of baseline expenses as adjusted by the COLI.  Our estimate, however, is that the expense reimbursement will not exceed $6,500 during 2011.  Significant expenses that are not explicitly subject to reimbursement by the GSA are property insurance, alarm monitoring, telephone, and management fees.  As the provision of these services is all subject to intense competition, we do not anticipate meaningful increases.





Expenses such as electricity, water, cleaning, trash removal and landscaping are subject to GSA reimbursement to the extent that they increase, in the aggregate, above the baseline of $187,206 fixed in the GSA lease.  Although most of these expenses do not seem to materially increase from year to year, electricity billing rates are very volatile and may increase well in excess of the COLI in any given year.  We would therefore be responsible for monitoring the Property expenses against the baseline expenses to insure proper billing.


3





The Company has secured insurance to cover the Property and protect against risks of loss such as fire and certain weather conditions.  The Company believes, based on the advice of its insurance advisor, that the coverage secured is adequate.





In reviewing the financial results achieved by the prior owners of the Property, the expenses they incurred, our expectation as to our ability to reduce certain expenses, and our expectation of a reasonable range for future cost increases, we estimated that, net of the amounts reimbursable under the GSA lease, during the next seven years we will be responsible for a minimum of $296,000 in expenses and a maximum of $398,500 in expenses.  Our estimate does not, however, include any provision for capital improvements.





Using the mid-range of the anticipated expenses, we estimated net cash flow over the next seven years to be approximately $399,396:  The purchase price of $4,325,000, then, represented an estimated annual yield of in excess of 9.25%.  This anticipated yield far exceeded the yield on cash that the Company has realized in recent years.  In addition, in management’s opinion, this yield presented a better opportunity for the Company that any other investment opportunities that were currently available to the Company or were reviewed by the Company during the past two years.  Accordingly, management determined that the purchase price for the property was
reasonable.





Securities Broker-Dealer





In 2009 the Company’s subsidiary, Kent Capital, Inc., registered with the Financial Industry Regulatory Authority (FINRA), and began business as a securities broker-dealer.  Kent Capital, Inc. received regulatory approval to operate as a broker-dealer in December 2009.  To date it has not engaged in any completed transaction.  However, Paul O. Koether, our Chairman and the principal of Kent Capital, Inc., has an extensive background as a broker-dealer, having been registered as a general partner of Brimberg and Company from June 1, 1967 to December 31, 1968 and a registered representative with Ingalls & Snyder from August 1978 to January 1, 1989, both
member firms of the New York Stock Exchange.  Mr. Koether was also a principal of T.R. Winston and Company, LLC from 1989 through 2004, a broker-dealer that was a subsidiary of Kent Financial until it was sold in 2004.  Mr. Koether has remained as a registered representative of T.R. Winston and Company since 2004.  Accordingly, we believe that Kent Capital, Inc. will be capable of performing as a broker-dealer when its management finds the opportunities they deem appropriate for its involvement.  The broker-dealer business is an extremely competitive business and Kent Capital’s competitors would include organizations that have substantially more employees and greater financial resources.  In the event Kent Capital decides to accept customer accounts or otherwise accept investment funds to manage, Kent Capital will compete with
banks, insurance companies, hedge funds, private equity funds and other investment companies for such funds.





To generate revenue Kent Capital may raise capital through private placements from accredited and institutional investors for investments in real estate and real estate related projects.  These projects could include foreclosure properties, land (both finished and unfinished lots), partially finished commercial or residential projects, farmland or timberland, medical properties, commercial office properties, student housing properties, multi-family properties, and energy efficiency, cogeneration, solar or wind projects.  Kent Capital would market these opportunities only to accredited investors who might be high net worth individuals or institutions and would be compensated
by the issuer of the securities.





Real Estate Syndication may be a derivative of Kent Capital’s real estate related private placement business as we may at times acquire a property or project prior to seeking investor interest.  In most cases, Kent Capital would then act as the sponsor of the syndicate and sell limited partnership interests in the property or project while remaining the general partner.  In other cases, the Company may decide to hold the property for future resale.  The Company will have the ability to close acquisitions quickly without requiring us to raise investor capital.  This would allow Kent Capital to market the opportunity to appropriate investors without
time constraints.  Presently, the Company does not intend to sell interests in the Property.


4





Kent Capital is also approved to trade securities for Its own account.  As a result of the current condition of the financial markets, management believes that there are opportunities to acquire equity in publicly traded companies at historically low values.  Management may invest a portion of Kent Capital’s capital in such opportunities.  These investments would be made with the purpose of selling them for a capital gain at some future point.  All trading would be performed in a brokerage account opened in Kent Capital’s name at a discount brokerage such as Charles Schwab or Fidelity in order to minimize commission expenses and trading
costs.





Business Development Activities





Kent International may also serve as a vehicle for the acquisition of another company (a ‘‘target business’’).  The Company may use its available working capital, capital stock, debt or a combination of these to effect a business combination with a company seeking to establish a public trading market for its securities while avoiding the time delays, significant expense, loss of voting control and other burdens including significant professional fees of an initial public offering.  A business combination may be with a financially stable, mature company or a company that is in its early stages of development or growth, which could include companies
seeking to obtain capital and to improve their financial stability.





The Company will not restrict its search to any particular industry; rather, it may investigate businesses of essentially any kind or nature and participate in any type of business that may, in management's opinion, meet the business objectives as described in this report.  The Company emphasizes that the description in this report of the business objective of seeking an operating business is extremely general and is not meant to restrict management discretion to seek and enter into potential business opportunities.





The Company has not identified the particular business in which it will seek to engage, nor has it conducted any market studies with respect to any business or industry to evaluate the possible merits or risks of the target business or industry in which the Company ultimately may operate.  To the extent the Company enters into a business combination with a financially unstable company or an entity in its early stage of development or growth, including entities without established records of revenues or earnings, or starts its own new business, the Company will become subject to numerous risks inherent in the business and operations of financially unstable and early stage or developing
companies.  In addition, to the extent that the Company effects a business combination with an entity in an industry characterized by a high level of risk or starts its own new business in such an industry, the Company will become subject to the currently unascertainable risks of that industry.  An extremely high level of risk frequently characterizes certain industries that experience rapid growth.  In addition, although the Company will endeavor to evaluate the risks inherent in a particular industry or target business, the Company cannot assure you that it will properly ascertain or assess all significant risk factors.





Sources of target businesses





Kent International anticipates that target business candidates may be brought to the Company’s attention from various unaffiliated sources, including securities broker-dealers, investment bankers, private equity groups, venture capitalists, bankers, business brokers and other members of the financial community, who may present solicited or unsolicited proposals.  The Company’s officers and directors and their affiliates may also bring to the Company’s attention target business candidates.


5


Selection of a target business and structuring of a business combination





The Company’s management will have significant flexibility in identifying and selecting a prospective target business. In evaluating a prospective target business, management may consider, among other factors, the following:





·
the financial condition and results of operation of the target;


·
the growth potential of the target and that of the industry in which the target operates;


·
the experience and skill of the target's management and availability of additional personnel;


·
the capital requirements of the target;


·
the competitive position of the target;


·
the stage of development of the target's products, processes or services;


·
the degree of current or potential market acceptance of the target's products, processes or services;


·
proprietary features and the extent and quality of the intellectual property or other protection of the target's products, processes or services;


·
the regulatory environment of the industry in which the target operates;


·
the prospective equity interest in, and opportunity for control of, the target; and


·
the costs associated with effecting a business combination.





These criteria are not intended to be exhaustive.  Any evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by the Company’s management in connection with effecting a business combination consistent with the Company’s business objective.  In connection with the evaluation of a prospective target business, the Company anticipates that it will conduct an extensive due diligence review that will encompass, among other things, meetings with incumbent management and inspection of facilities, as well as a review of financial or other information
that will be made available to us.





Social Networking Website





Kent International also operates a niche social networking website, www.ChinaUSPals.com, designed to promote cultural exchange between the citizens of the United States and those of the People’s Republic of China.  Kent International owns 81% of ChinaUSPals.com, Inc., and the remaining 19% is owned by Wizart Studios, LLC, which hosts the website www.ChinaUSPals.com free of charge.  Membership to the site is free, thus, any potential revenues will be derived from advertisements placed on the site by third parties.  The site provides users with access to other users’ personal profiles and
enables the user to send messages to other registered users of similar interests in order to develop lasting friendships or simply attain a pen pal.  ChinaUSPals.com also features user generated discussion forums and blogs as well as user submitted videos and pictures.





Kent International faces the risk that our website will not be viewable in China or will be deliberately blocked by the government of the People’s Republic of China.  Internet usage and content are heavily regulated in China and compliance with these laws and regulations may cause us to change or limit our business practices in a manner adverse to our business.  Membership growth dramatically declined at the end of 2009 and remained relatively flat in 2010.  Accordingly, the Company is reviewing strategic options available to ChinaUSPals.com including selling the site or shutting down the site’s operations.  The Company has ceased all paid
advertising for the site in order to minimize operational costs.  No new funds are being invested or expended.  The site is largely dormant.”


6





Item 1A.  -           RISK FACTORS





Our business operations may continue to produce losses, which would result in atrophy of the Company’s cash resources.





The Company had very limited business operations during 2010 and 2009, and the Company had net losses of $359,041 and $474,618 in 2010 and 2009, respectively.  Although the purchase of the Property will increase revenues significantly, the Company cannot assure stockholders that it will not continue to have losses after depreciation and amortization under generally accepted accounting standards.  Properties acquired by the Company: (i) may not operate at a profit; (ii) may not perform to the Company’s expectations; (iii) may not appreciate in value; (iv) may depreciate in value; (v) and/or may not ever be sold at a profit.  The marketability and value of any
properties will depend upon many factors beyond the Company’s control, including but not limited to general economic conditions, zoning laws, tax laws and the availability of financing.  If our investments in Properties do not generate sufficient income to offset our administrative expenses, the Company will continue to incur losses, which will reduce our cash resources and would be likely to reduce the market value of our common stock.





The Company may invest in joint ventures, the success of which would depend on the skills and fidelity of our joint venture partner.  Malfeasance or misfeasance by a joint venture partner could result in a failure of the project and loss of our investment.





The Company may acquire properties through joint ventures, which could subject the Company to certain risks that may not otherwise be present if investments were made directly by the Company. These risks include: (i) the potential that the Company’s joint venture partner may not perform; (ii) the joint venture partner may have economic or business interests or goals which are inconsistent with or adverse to those of the Company; (iii) the joint venture partner may take actions contrary to the requests or instructions of the Company or contrary to the Company’s objectives or policies; and (iv) the joint venture partners may not be able to agree on matters relating to the property they
jointly own.





Properties that we acquire may have previously suffered release of hazardous materials or otherwise be out of compliance with environmental regulations, the remediation of which could result in significant expenses for the  Company.





Various federal, state and local laws and regulations subject property owners and operators to liability for reporting, investigating, remediating, and monitoring regulated hazardous substances released on or from a property.  These laws and regulations often impose strict liability without regard to whether the owner or operator knew of, or actually caused, the release.  The presence of, or the failure to properly report, investigate, remediate, or monitor hazardous substances could adversely affect the financial condition of the Company or the ability of the Company to operate the properties. In addition, these factors could hinder the Company’s ability to borrow
against the properties. The presence of hazardous substances on a property also could result in personal injury or similar claims by private plaintiffs. In addition, there are federal, state and local laws and regulations which impose requirements on the storage, use, management and disposal of regulated hazardous materials or substances. The failure to comply with those requirements could result in the imposition of liability, including penalties or fines, on the owner or operator of the properties. Future laws or regulations could also impose unanticipated material environmental liabilities on the Company in connection with any of the properties. The costs of complying with these environmental laws and regulations for the Company’s properties could adversely affect the Company’s operating costs and, if contamination is present, the value of those properties.


7




Real properties are illiquid investments.  If we are unable to adjust our portfolio in response to changes in economic or other conditions or sell properties if or when we decide to do so, we may suffer a significant reduction in the value of our assets.





Real properties are illiquid investments and we may be unable to adjust our portfolio in response to changes in economic or other conditions.  In addition, the real estate market is affected by many factors, such as general economic conditions, availability of financing, interest rates and other factors, including supply and demand, all of which are beyond our control.  Particularly in light of the current economic conditions, we cannot predict whether we will be able to sell any property for the price or on the terms set by us, or whether any price or other terms offered by a prospective buyer would be acceptable to us.  We also cannot predict the length of time
needed to find a willing buyer and to close the sale of a property or the disposition of properties that are in default.  In addition, the availability of financing and current market conditions may delay or prevent the closing of a sale of a property even if the price and other terms of the transaction were acceptable to us.  The foregoing could mean that we may be unable to complete the sale of identified properties in the near term or at all.





Because our rental income currently is dependent on a single tenant, any disruption of our relationship with that tenant would eliminate most of the Company’s revenue and cause a reduction in our cash reserves.





The General Services Administration (“GSA”) currently occupies 100% of our total rentable space and is responsible for 100% of our anticipated rental income.  Although leases with GSA are not subject to annual appropriation as a part of the budget process for the Federal Government, Federal fiscal issues may cause the GSA to vacate the property at the end of the lease term.





If our insurance is not adequate to cover a catastrophic loss to our Properties, a catastrophe could result in result in a serious loss or, in the extreme, the bankruptcy of the Company.





There are certain types of risks, generally of a catastrophic nature, such as earthquakes, floods, windstorms, act of war and terrorist attacks that may be uninsurable, or are not economically insurable, or are not fully covered by insurance. Moreover, certain risks, such as mold and environmental exposures, generally are not covered by our insurance. Should an uninsured loss or a loss in excess of insured limits occur, we could lose our equity in the affected property as well as the anticipated future cash flow from that property. Any such loss could have a material adverse effect on our business, financial condition and results of operations.





If we fail to maintain an exemption from the Investment Company Act, the cost of complying with that Act would harm our results of operations and the regulations under the Act would significantly limit our business opportunities.





We intend to conduct our business so as not to become regulated as an investment company under the Investment Company Act of 1940, as amended.  That Act imposes significant restrictions on the business activities of public entities which have a certain percentage of their assets invested in “investment securities.”  Our desire to avoid regulation under the Act will limit the type of investments that we can make.  In the first instance, we will generally seek to invest in entities in which we will hold 50% or more of the voting control, since such investments are excluded from the definition of “investment securities.”





The Investment Company Act also exempts from regulation entities that are primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on, and interests in, real estate. Under the current interpretation of the SEC staff, in order to qualify for this exemption, we must maintain at least 55% of our assets directly in these qualifying real estate interests.  However, not all real estate investments are qualifying real estate interests for purposes of this exemption.  In particular, investments in limited partnership interests are not considered to qualify.  Therefore, if we seek to qualify for the real estate company exemption, the
type of investments that we can make will be further limited.





The analysis relating to whether a company qualifies as an investment company can involve technical and complex rules and regulations.  If we own assets that qualify as “investment securities” as such term is defined under the Investment Company Act and the value of such assets exceeds 40% of the value of our total assets, we could be deemed to be an investment company and be required to register under the Investment Company Act.  Registered investment companies are subject to a variety of substantial requirements that could significantly impact our operations.  The costs and expenses we would incur to register and operate as an investment company, as
well as the limitations placed on our operations, could have a material adverse impact on our operations and your investment return.  In order to operate in a manner to avoid being required to register as an investment company, we may be unable to purchase assets we would otherwise want to purchase or we may need to sell assets we would otherwise wish to retain.    This situation may impede our efforts to achieve profitable operations.


8





Broker-Dealer Risks





The securities industry is, by its nature, subject to various risks, particularly in volatile or illiquid markets, including the risk of losses resulting from the ownership of securities, customer fraud, employee errors and misconduct and litigation.  Kent Capital is engaged in an extremely competitive business and its competitors include organizations that have substantially more employees and greater financial resources.  Kent Capital will also compete for investment funds with banks, insurance companies, hedge funds, private equity funds and other investment companies.





The expenses related to identifying a target business and to complete a business combination will increase the losses of the Company.





Until presented with a specific opportunity for a business combination, the Company is unable to ascertain with any degree of certainty the time and costs required to select and evaluate a target business and to structure and complete the business combination.  Any costs incurred in connection with the identification and evaluation of a prospective target business with which a business combination is not ultimately completed will result in a loss to the Company and reduce the amount of capital otherwise available to complete a business combination and thereafter operate the acquired business.  Kent International cannot assure you that it will be successful in identifying a
target business and completing a business combination on terms favorable to its stockholders, if at all.





The tax treatment of a potential business combination is not clear.





The Company will endeavor to structure a business combination so as to achieve the most favorable tax treatment to it and to the target business and the stockholders of both companies.  Kent International cannot assure you, however, that the Internal Revenue Service or appropriate state tax authorities will agree with the Company’s tax treatment of the business combination.





We have limited ability to evaluate the target business' management; we cannot anticipate what role, if any, the Company’s management will play in a combined business and whether our management has the necessary experience to manage the combined business; we do not know if we will be able to recruit more management if necessary.





Although the Company intends to carefully scrutinize the management of a prospective target business before effecting a business combination, it cannot assure you that its assessment of the target's management will prove to be correct.  In addition, the Company cannot assure you that the target's future management will have the necessary skills, qualifications or abilities to manage a public company.  Furthermore, the future role of the Company’s officers and directors, if any, in the target business cannot presently be stated with any certainty.  While it is possible that one or more of the Company’s officers and directors will remain associated in some
capacity following a business combination, it is uncertain whether all of them will devote their full efforts to the Company’s affairs after a business combination.  Moreover, the Company cannot assure you that its officers and directors will have significant experience or knowledge relating to the operations of the particular target business.




The Company may seek to recruit additional management personnel to supplement the incumbent management of the target business.  The Company cannot assure you, however, that it will be able to recruit additional managers who have the requisite skills, knowledge or experience necessary to enhance the incumbent management and successfully operate the target business.




9





In our search for an appropriate combination partner, we will have to compete with other entities with more experience and greater resources; after a successful business combination we will have to face the competitors of the operating company we combine with.





The Company may encounter intense competition from other entities seeking to combine with a privately held operating company.  Many of these entities, including financial consulting companies and venture capital firms, have longer operating histories and have extensive experience in identifying and effecting business combinations.  Many of these competitors also possess significantly greater financial, technical and other resources than does the Company.  Kent International cannot assure you that it will be able to effectively compete with these entities. Consequently, Kent International may acquire a company with less favorable prospects then it would otherwise
prefer, thus making its long-term prospects for success less likely.





If the Company effects a business combination, it will become subject to competition from the competitors of the acquired business.  In particular, industries that experience rapid growth frequently attract larger numbers of competitors, including competitors with greater financial, marketing, technical and other resources than the Company.  The Company cannot ascertain the level of competition it will face if it effects a business combination, and it cannot assure you that it will be able to compete successfully with these competitors.





Our social networking website might not be viewable in China.





We face the risk that our website will not be viewable in China or will be deliberately blocked by the government of the People’s Republic of China.  Internet usage and content are heavily regulated in China and compliance with these laws and regulations may cause us to change or limit our business practices in a manner adverse to our business.





The Pink Sheets are characterized by high volatility which may negatively affect our stock price.





Our common stock is quoted on the Pink Sheets under the symbol “KNTH”.  The Pink Sheets and the price of our common stock are characterized by high volatility.  The Company cannot guarantee any market for its shares of common stock, and cannot guarantee that any stable market for its shares of common stock will develop or be sustained.  The Company cannot predict the effect, if any, that our business activities or a business combination might have on the market price.





Employees





The Company and its subsidiaries have only two employees:  the CEO and the CFO of the Company.  Both of those individuals are compensated by our parent company, Kent Financial Services, Inc.  They provide services to Kent International as part of the management services relationship between the two companies.


10




ITEM 2.  -            PROPERTIES





Executive Offices





The Company’s executive offices are located in Colleyville, Texas in premises provided by Kent Financial Services Inc.As the Company currently has only two employees, the executive offices consist of a small office space which is adequate for the current and anticipated operations of the Company.The Company pays Kent Financial Services a monthly management fee of $21,000 for management services.  No separate payment is made for use of the premises.





Office Buildings





The Company currently owns one office building located at 4211 Cedar Springs Road, Dallas, Texas which is a single tenant office building that is 100% leased to the GSA.  The initial lease with the GSA has seven years remaining with a provision for a five year renewal option.  The following table sets forth the location and size of the Property along with annualized gross rent, rented square feet and rent per square foot as of March 22, 2011.  As of March 22, 2011, the Property is unencumbered by debt.  The Property is under lease to the GSA.  The initial term of the GSA lease runs until January 18, 2018 with an optional five year renewal period
from January 2018 to January 2023.  The base rent during the initial term is $746,464 annually and includes a provision of $123,099 annually for the reimbursement of tenant improvement allowances.  The base rent during the renewal term is $623,365.





Property/State

Total Gross Leasable Area (Square Feet)


Rented Square Feet


Annualized Gross Rent


Rent per Square Foot


2010 Property Taxes4211 Cedar Springs Road, TX


39,329



39,329


$
746,464


$
18.98


$
68,063





ITEM 3.  -            LEGAL PROCEEDINGS





None





ITEM 4.-            RESERVED





PART II





ITEM 5.  - MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES





Shareholders of Record





At February 28, 2011, the Company had approximately 369 stockholders of record.





Market Information





Since June 8, 2006, the Company’s common stock has been quoted on The Pink Sheets, under the symbol “KNTH”.  The table below sets forth the high and low sales price per share of the Common Stock for the periods indicated, as reported in The Pink Sheets.





Calendar Quarter Ended:

High


Low2010
March 31

$
1.90


$
1.65June 30


1.95



1.80September 30


1.90



1.80December 31


2.00



1.802009
March 31

$
2.45


$
1.50June 30


2.45



1.64September 30


1.95



1.62December 31


2.00



1.81





11





Dividends





The Company has not paid any cash dividends on its common stock since its inception and does not anticipate paying any cash dividends in the foreseeable future.





Purchase of Equity Securities





In October 2000, the Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to 320,000 shares of its Common Stock at prices deemed favorable from time to time in the open market or in privately negotiated transactions subject to market conditions, the Company’s financial position and other considerations.  This program has no expiration date.  No shares were repurchased during the year ended December 31, 2010.  At December 31, 2010, there were 121,068 shares remaining authorized for repurchase under the program.  All shares repurchased were returned to the status of authorized but unissued shares.





Equity Compensation Plan Information





The following table sets forth information about the shares of the Company’s common stock that may be issued upon the exercise of options granted to employees under the Company’s 1986 Stock Option Plan:





Plan Category

(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights


(b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights


(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans Excluding Securities Reflected in Column (a)Equity Compensation Plans Approved by Security Holders1986 Stock Option Plan


100,000


$
3.20



100,000





The Company’s 1986 Stock Option Plan (“1986 Plan”) authorizes the grant of stock options to officers and employees of the Company to purchase an aggregate of 300,000 shares of common stock.  The stock options granted under the plan may be incentive stock options (“ISO”) or nonstatutory stock options (“NSO”).  The Board of Directors may set the rate at which the options expire, subject to limitations discussed below.  However, no options shall be exercisable after the tenth anniversary of the date of grant or, in the case of ISOs, three months following termination of employment, except in cases of death or disability, for
which the time or exercisability is extended.  In the event of dissolution, liquidation or other corporate reorganization, all stock options outstanding under the 1986 Plan would become exercisable in full.





ISOs may not be granted at an exercise price of less than the fair market value of the common stock at the date of grant.  If an ISO is granted to an employee who owns more than 10% of the Company’s total voting stock, such exercise price shall be at least 110% of fair market value of the common stock, and the ISO shall not be exercisable until after five years from the date of grant.  The exercise price of each NSO may not be less than 85% of the fair market value of the common stock at the date of grant.





The plan also provides for stock appreciation rights, which may be granted with respect to any stock option.  No stock appreciation rights have been granted through December 31, 2010.


12





ITEM 6.  - SELECTED FINANCIAL DATA





Not Applicable.





ITEM 7.  - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





The following discussion and analysis should be read in conjunction with the Company’s Financial Statements and Notes thereto included elsewhere in this Form 10-K.  Statements in this report relating to future plans, projections, events or conditions are forward-looking statements.  Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected and include, but are not limited to, the risks discussed below, the risks discussed in the section of this Form 10-K entitled “Risk Factors” and risks discussed elsewhere in this Form 10-K.  The Company expressly disclaims any obligation or
undertaking to update these statements in the future.





KENT INTERNATIONAL HOLDINGS, INC. - Historical Financial Information





The discussion below pertains to the financial results of Kent International Holdings, Inc. for the years ended December 31, 2010 and 2009.  The acquisition of the Property at 4211 Cedar Springs Road will cause the future operations of the Company to be materially different than its operations to date.





Results of Operations





Kent International had a net loss of $359,041, or $0.10 basic and fully diluted loss per share, for the year ended December 31, 2010 compared to a net loss of $474,618, or $0.13 basic and fully diluted income per share, for the year ended December 31, 2009.  The decrease in the net loss was a result of decreased consulting and due diligence expenses incurred in 2009 related to a proposed acquisition that was terminated prior to closing.  This decrease was partially offset by decreased interest revenue on deposits.  We anticipate that the acquisition of the Property will materially alter both the results of operations as well as gross revenues and expenses going
forward.





Revenues





Revenues were $10,085 and $19,441 for the years ended December 31, 2010 and 2009, respectively.  The sources of revenue for the periods then ended were largely derived from interest on treasury securities.  Interest income decreased to $9,381 in 2010 from $16,316 in 2009 due to dramatically lower yields on invested balances. The Company also recorded $625 and $3,125 as a part of other income for 2010 and 2009, respectively, in connection with a patent licensing agreement with the University of Colorado.  These patents are recorded on the Company’s books at a zero carrying value and the Company does not anticipate significant earnings in the future in
connection with the agreement.





Expenses





General and administrative expenses were $368,036 in 2010 compared to $492,990 in 2009.  The decrease can be primarily attributed to $95,051 expended during 2009 in consulting and due diligence expenses related to a proposed acquisition that was terminated prior to closing.  These expenses did not recur in 2010.  Other material expense decreases during 2010 were $6,000 in consulting expenses related to the licensing and operation of Kent Capital, Inc. and $22,952 related to the operation of ChinaUSPals.com.


13





The Company pays a monthly management fee of $21,000 to Kent Financial Services, Inc., a principal shareholder.  The management services provided include the services of the Company’s executive officers, who are employees of Kent Financial Services, as well as expenses incurred in connection with periodic and other filings with the Securities and Exchange Commission, internal accounting and shareholder relations.





Liquidity and Capital Resources





Working capital at December 31, 2010 was approximately $9.54 million.  The Company utilized approximately $4.345 million of working capital, including closing expenses, for the purchase of the Property.  We are currently reviewing opportunities to obtain a commercial mortgage loan meant to refinance our purchase of 4211 Cedar Springs; however, we have not yet made a formal application for a mortgage and  are uncertain, if we elect to apply for a mortgage, whether any mortgage will be approved or what terms may be offered.  The Company has no existing commitments for capital expenditures.





Net cash of $369,016 was used in operations during 2010, a decrease of $86,646 over the $455,662 used in operations during 2009.  Net cash used in operations for the periods was the result of the net losses for the periods coupled with the changes in operating assets and liabilities.  The decrease resulted primarily from the decrease in expenses for consulting and due diligence expenses incurred in 2009 related to a proposed acquisition that was prior to closing.  These expenses did not recur in 2010.  The Property generated approximately $425,334 in net cash flow for the previous owner in 2010; however, net cash flow in 2011 will be dependent on our
ability to control expenses, especially those not subject to GSA reimbursement.





Net cash of $10,089,167 was provided by investing activities in 2009 by the sales and maturities of short-term investments.  The proceeds from the maturities of six-month U.S. treasury bills during 2009 were primarily reinvested in U.S treasury bills with original maturities of three months, effectively transferring the categorization from short term investments to cash equivalents for reporting purposes.  As a result, nil cash was provided by investing activities in 2010.





Although the Company does not have any established banking relationships or other sources of liquidity, management believes its cash and cash equivalents are sufficient for its business activities for at least the next 12 months and for making additional acquisitions.





Off-Balance Sheet Arrangements





The Company has no off-balance sheet arrangements.





Other Matters





As of December 31, 2010, Kent International had approximately $26.5 million of net operating loss carryforwards (“NOL”) for income tax purposes.  In addition, Kent International has approximately $290 thousand of research and development and foreign tax credit carryforwards available to offset future federal income tax, subject to limitations for alternative minimum tax.  The NOLs and tax credit carryforwards expire in various years from 2011 through 2030.  Kent International’s use of operating loss carryforwards and tax credit carryforwards is subject to limitations imposed by the Internal Revenue Code.  Management believes that the
deferred tax assets as of December 31, 2010 do not satisfy realization criteria and has recorded a valuation allowance for the entire net tax asset.  By recording a valuation allowance for the entire amount of future tax benefits, the Company has not recognized a deferred tax benefit for income taxes in its statements of operations.


14





4211 CEDAR SPRINGS ROAD - Historical Financial Information





The discussion below pertains to the financial results achieved by the prior owners of 4211 Cedar Springs Road (the “Property”) during the year ended December 31, 2010.  Future operations of the Property may differ, due to changes in policy and practice instituted by the Company’s management, or due to other changing circumstances in the future.





Property Revenues





The Property located at 4211 Cedar Springs Road generated approximately $746,464 in rental income and $2,817 in expense reimbursements in 2010, all from the General Services Administration (GSA).  The initial term of the GSA lease runs until January 18, 2018 with an optional five year renewal period from January 2018 to January 2023.  The base rent during the initial term is $746,464 annually and includes a provision of $123,099 annually for the reimbursement of tenant improvement allowances.  The base rent during the renewal term is $623,365.





The lease rate includes an operating expense base of $187,206 annually (excluding property taxes) and a real estate tax base of $70,189.  The base year operating expenses are adjusted annually via the COLI and the GSA is responsible for any increases over the adjusted base year expenses.  This calculation is expected to generate an expense reimbursement of approximately $5,392 in 2011.  In theory, a decrease in the COLI could result in a negative adjustment to base year expenses and thus, a decrease in reimbursed expenses.





Property Expenses





The prior owner incurred $323,947 in expenses related to the operations of the Property.  These expenses included approximately $68,063 in property taxes.  As discussed above, the GSA lease includes provisions for expense reimbursements in excess of baseline expenses as adjusted by the COLI.  Other major expense categories include utilities (electricity, water, sewer, trash removal, and telephone), building maintenance (HVAC, plumbing, window washing, elevator and janitorial), and grounds maintenance (landscaping and irrigation).  The Company shall review these expenses to determine if there are any areas of savings.  We cannot be certain that
the expenses we incur in operating the property will not increase.





Significant expenses that are not explicitly subject to reimbursement by the GSA are property insurance, alarm monitoring, telephone, and management fees.  We are currently negotiating contracts that, if agreed upon, would decrease both management fees and telephone charges from the 2010 level.  As these expenses are all subject to intense competition, we do not anticipate significant increases.





Expenses such as electricity, water, cleaning, trash removal and landscaping are subject to GSA reimbursement.  Although most of these expenses do not seem to materially increase from year to year, electricity billing rates are very volatile and may increase well in excess of the COLI in any given year.  We would therefore be responsible for monitoring the Property expenses against the baseline expenses to insure proper billing.





The Company has entered into various service contracts in conjunction with the acquisition of the Property including a temporary management contract, .elevator, landscaping and HVAC maintenance, janitorial services, alarm monitoring, and waste removal.  These contracts include termination provisions and are not considered long term obligations.





15


ITEM 8.  -            FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





The financial statements filed with this item are listed below:Report of Independent Registered Public Accounting FirmFinancial Statements:Consolidated Balance Sheets as of December 31, 2010 and 2009Consolidated Statements of Operations for the Years ended December 31, 2010 and 2009Consolidated Statements of Cash Flows for the Years ended December 31, 2010 and 2009Consolidated Statements of Stockholders’ Equity for the Years ended December 31, 2010 and 2009Notes to Consolidated Financial Statements





16





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM











To The Board of Directors


and Stockholders of


Kent International Holdings, Inc.








We have audited the accompanying consolidated balance sheets of Kent International Holdings, Inc. as of December 31, 2010 and 2009 and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2010.  These consolidated financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.





We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.   Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.





In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Kent International Holdings, Inc. and subsidiaries as of December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2010 in conformity with accepted accounting principles generally accepted in the United States of America.








Paritz & Company, P.A.





Hackensack, New Jersey


March 11, 2011








17





KENT INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIESBALANCE SHEETSAs of December 31, 2010 and 2009December 31,ASSETS

2010


2009Current Assets:Cash and cash equivalents

$
9,555,369


$
9,924,385Prepaid expenses and other current assets


10,618



8,466Total current assets


9,565,987



9,932,851Other assets


5,500



5,500Total assets

$
9,571,487


$
9,938,351LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent liabilities:Accounts payable and accrued expenses

$
26,217


$
42,827Stockholders' equity:Preferred stock, $.002 par value;2,000,000 shares authorized;none outstandingCommon stock, $.002 par value;10,000,000 shares authorized;3,555,488 shares issued and outstanding


7,111



7,111Additional paid-in capital


99,371,226



99,362,439Accumulated deficit


(89,833,067
)


(89,474,026
)Total stockholders' equity


9,545,270



9,895,524Total liabilities and stockholders' equity

$
9,571,487


$
9,938,351








See accompanying notes to consolidated financial statements.


18




KENT INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIESSTATEMENTS OF OPERATIONSYear Ended December 31,2010


2009Revenues:Interest

$
9,381


$
16,316Other income


704



3,125Total revenues


10,085



19,441Expenses:General and administrative


368,036



492,990Total expenses


368,036



492,990Loss before income taxes


(357,951
)


(473,549
)Provision for income taxes


1,090



1,069Net loss

$
(359,041
)

$
(474,618
)Basic and diluted net loss per common share

$
(0.10
)

$
(0.13
)Basic and diluted weighted average number of commonCommon shares outstanding


3,555,488



3,555,488








See accompanying notes to consolidated financial statements.


19




KENT INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIESSTATEMENTS OF CASH FLOWSYear Ended December 31,2010


2009Cash flows from operating activities:Net loss

$
(359,041
)

$
(474,618
)Adjustments to reconcile net loss to net cash used inoperating activities:Stock-based compensation expense


8,787



8,788Changes in operating assets and liabilities:Interest receivable on short-term investments






1,125Change in prepaid expenses and other current assets


(2,152
)


(3,697
)Change in accounts payable and accrued expenses


(16,610
)


12,740Net cash used in operating activities


(369,016
)


(455,662
)Cash flows from investing activities:Sales and maturities of short-term investments






10,089,167Net cash provided by investing activities


-



10,089,167Net (decrease) increase in cash and cash equivalents


(369,016
)


9,633,505Cash and cash equivalents at beginning of period


9,924,385



290,880Cash and cash equivalents at end of period

$
9,555,369


$
9,924,385Supplemental disclosure of cash flow information:Cash paid for:Taxes

$
1,090


$
1,069








See accompanying notes to consolidated financial statements.


20





KENT INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIESSTATEMENTS OF STOCKHOLDERS' EQUITYAdditionalCommon Stock


Paid in


AccumulatedShares


Amount


Capital


Deficit


TotalBalance December 31, 2008


3,555,488


$
7,111


$
99,353,651


$
(88,999,408
)

$
10,361,354Stock-based compensation










8,788







8,788Net loss














(474,618
)


(474,618
)Balance December 31, 2009


3,555,488



7,111



99,362,439



(89,474,026
)


9,895,524Stock-based compensation










8,787







8,787Net loss














(359,041
)


(359,041
)Balance December 31, 2010


3,555,488


$
7,111


$
99,371,226


$
(89,833,067
)

$
9,545,270








See accompanying notes to consolidated financial statements.


21


KENT INTERNATIONAL HOLDINGS, INC. AND SUDSIDIARY


Notes to Consolidated Financial Statements


For the Years Ended December 31, 2010 and 2009





NOTE 1 – Organization





Kent International Holdings, Inc. (“Kent International” or “Company”), previously known as Cortech, Inc. (“Cortech”), was a biopharmaceutical company whose primary focus had been the discovery and development of novel therapeutics for the treatment of inflammatory disorders.  Cortech was incorporated in 1982 in Colorado and reincorporated in Delaware in 1991.  On May 25, 2006, Cortech was reincorporated in Nevada by a merger with its wholly owned subsidiary, Kent International Holdings, Inc.  The reincorporation effected a change in Cortech’s legal domicile from Delaware to Nevada and a change in the name from Cortech, Inc.
to Kent International Holdings, Inc.





Nature of Business and Associated Risk





The Company’s wholly owned subsidiary, Kent Capital, Inc. (“Kent Capital”), is a securities broker-dealer.  Kent Capital’s membership agreement with the Financial Industry Regulatory Authority (FINRA) allows it to operate under three business lines; Private Placements, Real Estate Syndication and Trading Securities for Our Own Account.  The Company operates the broker dealer in an attempt to generate revenue and earnings. However, management will continue to pursue acquisition opportunities that offer potentially profitable uses for the Company’s available capital as discussed below.





To generate Private Placement revenue Kent Capital may raise capital from accredited and institutional investors for direct equity investments in real estate and real estate related projects.  These projects could include foreclosure properties, land (both finished and unfinished lots), partially finished commercial or residential projects, farmland or timberland, medical properties, commercial office properties, student housing properties, multi-family properties, and energy efficiency, cogeneration, solar or wind projects.  Kent Capital would market these opportunities only to accredited investors who might be high net worth individuals or institutions.





Real Estate Syndication may be a derivative of Kent Capital’s real estate related Private Placement business as we may at times acquire a property or project prior to seeking investor interest.  In most cases, Kent Capital would then act as the sponsor of the syndicate and sell limited partnership interests in the property or project while remaining the general partner.  In other cases, the Company may decide to hold the property for future resale.  The Company will have the ability to close acquisitions quickly without requiring us to raise investor capital.  This would allow Kent Capital to market the opportunity to appropriate investors without
time constraints.





Kent Capital is also approved for Trading Securities for Its Own Account.  As a result of the current condition of the financial markets, management believes that there are opportunities to acquire equity in publicly traded companies at historically low values.  Management may invest a portion of Kent Capital’s capital in such opportunities.  These investments would be made with the purpose of selling them for a capital gain at some future point.  All trading would be performed in a brokerage account opened in Kent Capital’s name at a discount brokerage such as Charles Schwab or Fidelity in order to minimize commission expenses and trading
costs.





Additionally, Kent International may serve as a vehicle for the acquisition of another company (a ‘‘target business’’).  We intend to use our available working capital, capital stock, debt or a combination of these to effect a business combination with a target business which we believe has significant growth potential.  The business combination may be with a financially stable, mature company or a company that is in its early stages of development or growth, which could include companies seeking to obtain capital and to improve their financial stability.  We will not restrict our search to any particular industry.  Rather, we may
investigate businesses of essentially any kind or nature and participate in any type of business that may, in our management’s opinion, meet our business objectives as described in this report.  We emphasize that the description in this report of our business objectives is extremely general and is not meant to restrict the discretion of our management to search for and enter into potential business opportunities.  We have not chosen the particular business in which we will engage and have not conducted any market studies with respect to any business or industry for you to evaluate the possible merits or risks of the target business or the particular industry in which we may ultimately operate.  To the extent we enter into a business combination with a financially unstable company or an entity in its early stage of development or growth, including
entities without established records of sales or earnings, we will become subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies.  In addition, to the extent that we effect a business combination with an entity in an industry characterized by a high level of risk, we will become subject to the currently unascertainable risks of that industry.  An extremely high level of risk frequently characterizes certain industries that experience rapid growth.  In addition, although we will endeavor to evaluate the risks inherent in a particular industry or target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.


22





Kent International also operates a niche social networking website, www.ChinaUSPals.com, designed to promote cultural exchange between the citizens of the United States and those of the People’s Republic of China.  Membership to the site is free, thus, any potential revenues will be derived from advertisements placed on the site by third parties.  The site provides users with access to other users’ personal profiles and enables the user to send messages to other registered users of similar interests in order to develop lasting friendships or simply attain a pen pal.  ChinaUSPals.com also
features user generated discussion forums and blogs as well as user submitted videos and pictures.





Kent International faces the risk that our website will not be viewable in China or will be deliberately blocked by the government of the People’s Republic of China.  Internet usage and content are heavily regulated in China and compliance with these laws and regulations may cause us to change or limit our business practices in a manner adverse to our business.  Membership growth dramatically declined in the end of 2009 and remained relatively flat in 2010.  Accordingly, the Company is reviewing strategic options available to ChinaUSPals.com including selling the site or shutting down the site’s operations.  The Company has ceased all paid
advertising for the site in order to minimize operational costs.





The Company does not expect that these activities will generate any significant revenues for an indefinite period as these efforts are in their early stages.  As a result, these programs may produce significant losses until such time as meaningful revenues are achieved.





NOTE 2 - Significant Accounting Policies





Use of Estimates





The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.





23


Principles of Consolidation





The consolidated financial statements include the accounts of Kent International and its 81% subsidiary, ChinaUSPals, Inc., and its wholly owned subsidiaries Kent Capital, Inc. and Kent Energy Solutions, Inc.  Intercompany balances and transactions between the Company and its subsidiaries have been eliminated.





Cash and Cash Equivalents





Cash and cash equivalents consist of cash in banks and brokerage firms and U.S. Treasury Bills with original maturities of three months.





Short-term Investments





Short-term investments consist of U.S. Treasury Bills with original maturities of six months and are valued at cost plus accrued interest, which approximates fair value.





Fair Value Measurements





The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which  defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.





The estimated fair value of certain financial instruments, including cash and cash equivalents, prepaid expenses, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.





ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:





Level 1 — quoted prices in active markets for identical assets or liabilities





Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable





Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)





Basic and Diluted Net Loss Per Share





Basic loss per common share is computed by dividing the net loss by the weighted-average number of common shares outstanding.  Diluted loss per share is computed by dividing the net loss by the sum of the weighted-average number of common shares outstanding plus the dilutive effect of shares issuable through the exercise of stock options.





We have excluded 40,000 and 120,000 Common Stock options from the calculation of diluted loss per share for the years ended December 31, 2010 and 2009, respectively, which, if included, would have an antidilutive effect.





24


Income Taxes





The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.





ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.





Stock Based Compensation Expense





The Company uses the Black-Scholes option valuation model to estimate the fair value of its stock options at the date of grant.  The Black-Scholes option valuation model requires the input of subjective assumptions to calculate the value of stock options.  The Company uses historical data among other information to estimate the expected price volatility, the expected annual dividend, the expected option life and the expected forfeiture rate.  The grant date estimated fair value is recognized over the period during which an employee is required to provide service in exchange for the award, which is generally the option vesting period.





New Accounting Pronouncements




As of September 2009, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC” or the “Codification”) 105-10 (formerly FASB Statement No. 168 “FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles). This standard establishes only two levels of U.S. generally accepted accounting principles (“GAAP”), authoritative and nonauthoritative. The Codification became the single source of authoritative, nongovernmental GAAP, except for rules and interpretive releases of the SEC, which are sources of
authoritative GAAP for SEC registrants. All other non-grandfathered, non-SEC accounting literature not included in the Codification became nonauthoritative. ASC 105-10 does not change previously issued GAAP, but reorganizes GAAP into Topics. In circumstances where previous standards require a revision, the FASB will issue an Accounting Standards Update (“ASU”) on the Topic. Our adoption of ASC 105-10 did not have any impact on the Company’s financial statements.




NOTE 3 - Income Taxes





As of December 31, 2010, the Company had approximately $26.4 million of net operating loss carryforwards (“NOL”) for income tax purposes and approximately $290 thousand of research and development and foreign tax credit carryforwards available to offset future federal income tax, subject to limitations for alternative minimum tax.  Approximately $13.5 million in NOLs and $955k in tax credits expired at the end of 2010 and the remaining NOLs and tax credit carryforwards expire in various years from 2011 through 2030 as shown on the following table:




25




Expiration Year


Carryover2011


$
6,118,5912012



5,401,6482013



11,454,1652014



-2015



-2016-2030



3,567,537Total


$
26,541,941







Income tax expense for the years ended December 31, 2010 and 2009 consisted entirely of either New Jersey or North Carolina State income taxes.  The income tax expense for the years ended December 31, 2010 and 2009 is different from the amount computed by multiplying total earnings before income taxes by the statutory Federal income tax rate of 35%.  The reasons for this difference and the related tax effect are as follows:








2010


2009Loss before income taxes

$
(359,041
)

$
(474,618
)Stock-based compensation expense


8,787



8,788(350,254
)


(465,830
)Statutory federal income tax rate


35
%


35
%Expected income tax benefit


(122,589
)


(163,041
)Increase in valuation allowance


122,589



163,041State income tax expense


1,090



1,069Provision for income tax

$
1,090


$
1,069





Deferred income taxes reflect the net effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes, and (b) operating loss and tax credit carryforwards.





The tax effect of significant items comprising the Company’s net deferred tax asset as of December 31, 2010 and 2009 is as follows:




2010


2009Net operating loss carryforwards

$
26,541,941


$
39,717,842Stock-based compensation expense


(23,433
)


(14,646
)26,518,508



39,703,196Statutory federal income tax rate


35
%


35
%Expected income tax benefit


9,281,478



13,896,119Research and development and other credits


290,203



1,246,0449,571,681



15,142,163Valuation Allowance


(9,571,681
)


(15,142,163
)Net deferred tax asset

$
-


$
-





26


Management believes the deferred tax assets as of December 31, 2010 do not satisfy the realization criteria set forth in United States accounting standards and has recorded a valuation allowance for the entire net tax asset.





The Tax Reform Act of 1986 contained provisions that may limit the NOL and credit carryforwards available to be used in any given year upon the occurrence of certain events, including significant changes in ownership of a company of greater than 50% within a three-year period which results in an annual limitation on the Company’s ability to utilize its NOLs and tax credit carryforwards from tax periods prior to the ownership change.





NOTE 6 - Stockholders’ Equity





Preferred Stock





The Company is authorized to issue 2,000,000 shares of $.002 par value preferred stock, which may be issued with various terms in one or more series, as the Board of Directors may determine. No preferred stock has been issued as of December 31, 2010.





Common Stock





In October 2000, the Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to 320,000 shares of its Common Stock at prices deemed favorable from time to time in the open market or in privately negotiated transactions subject to market conditions, the Company’s financial position and other considerations.  This program has no expiration date.  The Company did not repurchase any shares during the years ended December 31, 2010 or 2009.  As of December 31, 2010, 121,068 shares remaining authorized for repurchase under the program.  All shares repurchased were returned to the status of authorized but unissued
shares.





Stock Option Plans





Kent International has issued certain common stock options to its employees, directors and consultants.  At December 31, 2010, Kent International had 100,000 common stock options outstanding.





The Company’s 1986 Stock Option Plan (“1986 Plan”) authorizes the grant of stock options to officers and employees of the Company to purchase an aggregate of 300,000 shares of common stock.  The stock options granted under the plan may be incentive stock options (“ISO”) or nonstatutory stock options (“NSO”).  The Board of Directors may set the rate at which the options expire, subject to limitations discussed below.  However, no options shall be exercisable after the tenth anniversary of the date of grant or, in the case of ISOs, three months following termination of employment, except in cases of death or disability, for
which the time or exercisability is extended.  In the event of dissolution, liquidation or other corporate reorganization, all stock options outstanding under the 1986 Plan would become exercisable in full.





ISOs may not be granted at an exercise price of less than the fair market value of the common stock at the date of grant.  If an ISO is granted to an employee who owns more than 10% of the Company’s total voting stock, such exercise price shall be at least 110% of fair market value of the common stock, and the ISO shall not be exercisable until after five years from the date of grant.  The exercise price of each NSO may not be less than 85% of the fair market value of the common stock at the date of grant.





The plan also provides for stock appreciation rights, which may be granted with respect to any stock option.  No stock appreciation rights have been granted through December 31, 2010.


27


A summary of the status of the Company’s 1986 Plan as of December 31, 2010 and 2009 and changes during the years ended on those dates is presented below:





2010


2009Weighted-








Weighted-Average


Range of





Average


Range ofExercise


Exercise





Exercise


ExerciseShares


Price


Price


Shares


Price


PriceOptions outstanding at the beginning of the year


200,000


$
3.35


$
3.20-$3.50



200,000


$
3.35


$
3.20-$3.50Expired


(100,000
)

$
3.50Options outstanding at the end of the year


100,000


$
3.20


$
3.20



200,000


$
3.35


$
3.20-$3.50Options exercisable at the end of the year


40,000


$
3.20


$
3.20



120,000


$
3.45


$
3.20-$3.50





For all options outstanding and exercisable at December 31, 2010, the exercise price ranges are:








Options Outstanding


Options ExercisableRange of Exercise Prices


Number Outstanding at December 31, 2010


Weighted Average Remaining Life (in Years)


Weighted Average Exercise Price


Number Outstanding at December 31, 2009


Weighted Average Remaining Life (in Years)


Weighted Average Exercise Price$
3.20



100,000



7.36


$
3.20



40,000



7.36


$
3.20








NOTE 7 - Stock Based Compensation





The Company recorded stock based compensation expense during 2010 and 2009 for the options granted to an employee in May 2008.  The options granted had an exercise price greater than the market price of the Company’s stock on the grant date.  For purposes of calculating the compensation cost, the fair value of the option grant was estimated on the grant date using the Black-Scholes option-pricing model with the following assumptions used: no dividend yield; expected volatility of 25.31 percent; risk free interest rate of 3.125 percent; and weighted average expected life of 6.5 years.  The Company recognized approximately $8,787 and $8,788 in stock based
compensation expense for the years ended December 31, 2010 and 2009, respectively.  As of December 31, 2010 there was $20,502 of total unrecognized compensation cost related to non-vested awards granted under this plan, which is expected to be recognized on a straight line basis over the vesting term.





NOTE 8 - Related Party Transactions





A monthly management fee of $21,000 is paid to Kent Financial Services, Inc. (“Kent”), a Nevada corporation, for management services.  These services include, among other things, periodic and other filings with the Securities and Exchange Commission, evaluating merger and acquisition proposals, internal accounting and shareholder relations.  This arrangement may be terminated at will by either party.  Kent was the beneficial owner of approximately 53.44% of the Company’s outstanding common stock at December 31, 2010.  Paul O. Koether, Chairman of the Company is also the Chairman of Kent and the beneficial owner of or authorized proxy for
approximately 62.22% of Kent’s outstanding common stock.  Bryan P. Healey, Chief Financial Officer of the Company is also the Chief Financial Officer of Kent and the son-in-law of Paul O. Koether.





NOTE 9 – Subsequent Events





On February 22, 2011, the Company entered into a non-binding letter of intent to purchase a single tenant commercial office building for $4,325,000.  The contract’s option termination period expired March 16, 2011, at which point the contract became a binding purchase contract.  The building is under a lease with the General Services Administration (GSA) and is located in Dallas, Texas.  The acquisition is currently scheduled to close on March 22, 2011.





Subsequent events were evaluated as of the day the financial statements were available to be issued.


28





Item 9. -               CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE





None.





Item 9A. -            CONTROLS AND PROCEDURES





Evaluation of Disclosure Controls and Procedures





As of the end of the period covered by this report, the Company carried out, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) in ensuring that information required to be disclosed by the Company in its reports is recorded, processed, summarized and reported within the required time periods.  In carrying out that evaluation, management identified a material weakness (as defined in
Public Company Accounting Oversight Board Standard No. 2) in our internal control over financial reporting regarding a lack of adequate segregation of duties.  Accordingly, based on their evaluation of our disclosure controls and procedures as of December 31, 2010, the Company’s Chief Executive Officer and its Chief Financial Officer have concluded that, as of that date, the Company’s controls and procedures were not effective for the purposes described above.





There was no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the quarter ended December 31, 2010 that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.





Management’s Report on Internal Control over Financial Reporting





Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934.  We have assessed the effectiveness of those internal controls as of December 31, 2010, using the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) Internal Control – Intergrated Framework as a basis for our assessment.





Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.  All internal control systems, no matter how well designed, have inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.


29


A material weakness in internal controls is a deficiency in internal control, or combination of control deficiencies, that adversely affects the Company’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with accounting principles generally accepted in the United States of America such that there is more than a remote likelihood that a material misstatement of the Company’s annual or interim financial statements that is more than inconsequential will not be prevented or detected.  In the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified a material
weakness in our internal control over financial reporting.  This material weakness consisted of inadequate staffing and supervision within the bookkeeping and accounting operations of our company.  The relatively small number of employees who have bookkeeping and accounting functions prevents us from segregating duties within our internal control system.  The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews.





As we are not aware of any instance in which the company failed to identify or resolve a disclosure matter or failed to perform a timely and effective review, we determined that the addition of personnel to our bookkeeping and accounting operations is not an efficient use of our resources at this time.





Because of the above condition, the Company’s internal controls over financial reporting were not effective as of December 31, 2010.





This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.





Item 9B  -            OTHER INFORMATION





None.


PART III





ITEM 10.  - DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE





The Board of Directors will serve until the next Annual Meeting or until their successors have been duly elected and qualified.  The Company's officers are elected by and serve at the leave of the Board.  The directors and executive officers of the Company at February 28, 2011 were as follows:





Name
Age
Position HeldPaul O. Koether
74
Chairman, Chief Executive Officer and DirectorDiarmuid F. Boran
51
DirectorRocco Mastrodomenico
37
DirectorBryan P. Healey
40
Chief Financial Officer and Director





Paul O. Koether,has been Chairman and Chief Executive Officer since September 1998, as well as President from October 2003 until November 2005 and August 2007 through the present, of the Company.  Mr. Koether was Chairman from April 1988 to July 2005, President from April 1989 to February 1997 and director from March 1988 to July 2005 of Pure World, Inc., (“Pure World”) and from December 1994 until July 2005 a director and from January 1995 to July 2005 Chairman of Pure World’s wholly owned subsidiary, Pure World Botanicals, Inc., a manufacturer and distributor of natural products.  Mr. Koether was
Chairman from 1990 until August 2003 and a registered representative since 1989 of T. R. Winston & Company, LLC, an independent securities brokerage firm based in Bedminster, NJ.  Since 1987, Mr. Koether has been Chairman, Director and Chief Executive Officer of Kent Financial Services, Inc. (“Kent Financial”) as well as President of Kent Financial from October 1990 until November 2005 and August 2007 through present.  Bryan P. Healey, Chief Financial Officer and Director of the Company is the son-in-law of Paul O. Koether.





Mr. Koether’s extensive executive experience in a multitude of industries including the securities, banking, real estate, nutraceutical and investment banking industries makes him essential to the Company’s success.


30


Diarmuid F. Boran,has been a Director of the Company since May 2003.  Mr. Boran has been the Chief Operating Officer of Brandmeyer Enterprises, a family office, since May 2008.  From November 2006 through May 2008 he was employed by Enturia, Inc., a medical device manufacturer, most recently as Vice President, Corporate Development.  From March 2005 through May 2006 he was the Entrepreneur in Residence for the Kansas Technology Enterprise Corporation,aprivate/public partnership established by the state of Kansas to promote
technology-based economic development.  He worked as an independent consultant from January 2003 to February 2005 and from April 2001 to October 2001.  From October 2001 to December 2002, Mr. Boran was employed by EMD Pharmaceuticals, Inc., an affiliate of Merck KGaA, Darmstadt, Germany, most recently as Leader, Oncology Licensing and Business Development.  From May 2000 to September 2000 Mr. Boran served as Senior Vice President, Business Development for DJ Pharma, Inc. which was then acquired by Biovail Pharmaceuticals, Inc.  Mr. Boran served as Senior Vice President, Business Development for Biovail until April 2001.





Mr. Boran has had significant experience in mergers and acquisitions as well as business development throughout his career.  His background is valuable to the Company as it reviews potential merger or acquisition candidates.





Rocco Mastrodomenico, Director of the Company since November 2005, is a Certified Public Accountant.  Mr. Mastrodomenico has been a manager with Pereira and Azevedo, LLC a certified public accounting firm, since August 2009.  He has been President of Imperial Consulting Services, LLC, an accounting and financial advisory firm, since July 2005.  Mr. Mastrodomenico was a Supervisor with Sobel & Company, LLC, a certified public accounting and consulting firm from October 2002 until June 2005.  From May 1999 until September 2002, Mr. Mastrodomenico was involved with several different companies within
the financial services industry, including Financial Analyst with T.R. Winston and Controller of Pure World Botanicals, Inc.  From September 1996 to April 1999, Mr. Mastrodomenico was with Deloitte & Touche, LLP.





Mr. Mastrodomenico’s experience in corporate finance and accounting is important to the Company as both the Chairman of the Audit Committee as well as evaluating potential merger and acquisition candidates.





Bryan P. Healey,a certified public accountant, has been Vice-President, Secretary and Chief Financial Officer of the Company since May 2006 and a Director since November 2007.  Mr. Healey has also been Vice-President, Secretary and Chief Financial Officer since May 2006 and a Director since November 2007 of Kent Financial Services, Inc.  Since October 2009, Mr. Healey has been Chief Financial Officer of Kent Capital, Inc., a registered securities broker-dealer and subsidiary of Kent International.  From July 2006 to October 2009, Mr. Healey was a registered representative of T. R. Winston & Company, LLC,
an independent securities brokerage firm based in Bedminster, NJ.  From September 1995 to April 2006, Mr. Healey was with Bowman & Company, L.L.P., the largest CPA firm in Southern New Jersey, in various positions including audit manager from July 2001 to April 2006.





Mr. Healey’s comprehensive knowledge and experience in corporate finance and accounting makes him an important asset to the Company.


31


Board Leadership Structure





Mr. Koether serves as our Chairman of the Board and as our Chief Executive Officer.  The Board believes that because the CEO is ultimately responsible for executing the strategic direction of the Company and for the performance of the Company, the CEO is the director best qualified to act as Chairman of the Board.  Additionally, given the size of the Company’s operations, it would be unduly burdensome on the Company to hire an individual to serve as the CEO.  Further, as the controlling shareholder of Kent Financial Services, Inc., the Company’s majority shareholder, Mr. Koether has the ability to influence operational and strategic decisions through
voting control.





Board’s Oversight of Risk Management





The Board has an active role, as a whole and also at the audit committee level, in overseeing management of the Company’s risks.  The Audit Committee oversees management of financial, accounting and internal control risks.





Audit Committee





The Board has an Audit Committee, which consists of Mr. Boran and Mr. Mastrodomenico, each of whom has been determined by the Board to be independent.





Audit Committee Financial Expert





The Board of Directors of the Company has determined that Rocco Mastrodomenico is an audit committee financial expert as that term is defined under SEC rules.





Nominating Committee; Compensation Committee





The Board of Directors has neither a nominating committee nor a compensation committee.  The Board believes that its numbers are sufficiently small that nominations and determinations of compensation can be addressed by the entirety of the Board.





Code of Ethics





The Company has adopted a Code of Ethics that applies to its principal executive officer and principal financial officer.  Stockholders may write to Bryan P. Healey, the Secretary of the Company, at the Company’s principal executive office at 7501 Tillman Hill Road, Colleyville, TX 76034, to request a copy of the Code of Ethics, and the Company will provide it to any person without charge upon such request.





ITEM 11.  -          EXECUTIVE COMPENSATION





Summary Compensation Table





The table shown below includes information concerning the annual compensation for services in all capacities to the Company for the fiscal years ended December 31, 2010, 2009 and 2008, for those persons who were, at December 31, 2010, 2009 and 2008, the chief executive officer, the principal financial officer and the most highly paid executive officer other than the chief executive officer and principal financial officer (the "Named Officers").  The Companies and its subsidiaries have only two employees: the CEO and the CFO of the Company.  Both of these individuals are compensated by our parent company, Kent Financial Services, Inc.  They provide services to Kent
International as part of the management services relationship between the two companies.


32





Name and Principal Position

Year

Salary (1)

Bonus

Option Awards

All Other Compensation

TotalPaul O. Koether

2010Chief Executive Officer and

2009Chairman of the Board

2008Bryan P. Healey

2010Chief Financial Officer,

2009Principal Financial and

2008





$
43,935



$
43,935Accounting Officer




(1)
Mr. Koether and Mr. Healey were elected to their current positions on September 20, 1998 and May 15, 2006, respectively, and receive no cash compensation or fees for their services.  Mr. Healey was awarded 100,000 common stock options on May 8, 2008 (see note 7 of the notes to consolidated financial statements “Stock-based Compensation” for more details).  The option awards reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.





Outstanding Equity Awards at Fiscal Year End





No stock options were awarded to the Named Executive Officers in 2010.  No stock appreciation rights were granted to the Named Executive Officers in 2010 or 2009.





The table below contains information concerning the fiscal year-end value of unexercised options held by the Named Executive Officers as of December 31, 2010.  No options were exercised by any Named Executive Officer in 2010 or 2009.





Name

Number of Securities Underlying Unexercised Options (#) Exercisable


Number of Securities Underlying Unexercised Options (#) Unexercisable


Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)


Option Exercise Price

Option Expiration DateBryan P. Healey


40,000



60,000



-


$
3.20

05/08/18





Long-Term Incentive Plan Awards Table and Defined Benefit or Actuarial Plan Table





The Company does not maintain any long-term incentive plans or defined benefit or actuarial plans.


33





Equity Compensation Plan Information





The following table shows information with respect to each equity compensation plan under which the Company’s Common Stock is authorized for issuance as of the end of fiscal year 2010.




Plan Category

(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights


(b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights


(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans Excluding Securities Reflected in Column (a)Equity Compensation Plans Approved by Security Holders1986 Stock Option Plan


100,000


$
3.20



100,000





Director Compensation Table





Directors who are not employees of the Company receive a monthly fee of $500 plus $1,000 for each day of attendance at board and committee meetings and $500 for each day of attendance telephonically at board and committee meetings.  During 2010, the Company paid directors fees in the aggregate amount of approximately $17,000.  The table below includes information about compensation paid to our non-employee directors during 2009.





Name

Fees Earned or Paid in Cash


TotalDiarmuid F. Boran

$
8,500


$
8,500Rocco Mastrodomenico


8,500



8,500$
17,000


$
17,000








ITEM 12.  -
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS





The following table sets forth the beneficial ownership of Common Stock of the Company as of February 28, 2011, by each person who was known by the Company to beneficially own more than 5% of the Common Stock, by each current director and nominee, each Named Executive Officer, and by all current directors and Named Executive Officers as a group:





Number of Shares


ApproximateName and Address of

of Common Stock


PercentBeneficial Owner

Beneficially Owned(1)


of ClassKent Financial Services, Inc.


1,900,000



53.44
%5305 Miramar LaneColleyville, TX 76034Paul O. Koether (1)


2,062,568
(2) (3)


58.01
%6808 Mystic Woods LaneColleyville, TX 76034





34





Dirmuid Boran


-



-c/o 5305 Miramar LaneColleyville, TX 76034Rocco Mastrodomenico


1,846



*790 Speedwell AvenueMorris Plains, NJ 07950Bryan P. Healey (1) (4)


1,954,420
(2) (4)


54.36
%c/o 5305 Miramar LaneColleyville, TX 76034Biotechnology Value Fund


725,606
(5)


20.41
%Mark N. Lampert, President227 West Monroe StreetChicago, IL 60606All directors and officers


2,118,834



58.33
%as a group (4 persons)





* Less than one percent





(1)This table is based upon information supplied by the Company’s officers, directors and principal stockholders and Form 4’s filed with the Securities Exchange Commission (the “SEC”).  Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, the Company believes that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned.  Applicable percentages are based on 3,555,488 shares outstanding on February 28, 2011, adjusted as required by rules promulgated by the SEC.  Included in such number of shares
beneficially owned are shares subject to options currently exercisable or becoming exercisable within 60 days: Bryan P. Healey (40,000) and all directors and executive officers as a group (40,000).





(2) Includes 1,900,000 shares held by Kent Financial Services, Inc. (“Kent”), a Nevada Corporation.  Mr. Koether is the Chairman and Chief Executive Officer of Kent and Mr. Healey is the Secretary and Chief Financial Officer of Kent.  Mr. Koether and Mr. Healey disclaim beneficial ownership of those shares.





(3) Includes 60,158 shares held in Mr. Koether’s IRA.   Also includes 65,717 shares beneficially owned by the Marital Trust u/w/o Natalie Koether.  As trustee, Mr. Koether may be deemed to own these shares beneficially.





(4) Includes 6,420 shares held in Mr. Healey’s IRA.  Also includes 8,000 shares beneficially owned by Mr. Healey’s spouse.





(5) According to Form 4 filed on December 10, 2001 on behalf of Biotechnology Value Fund L.P., Biotechnology Value Fund II L.P., BVF Partners L.P., BVF, Inc., and BVF Investments L.L.C. (collectively “Biotechnology Value Fund”).





Section 16(a) Beneficial Ownership Reporting Compliance





Section 16(a) of the Securities Exchange Act as amended and the regulations and rules promulgated thereunder require the Company's officers, directors and persons who own more than ten percent of a registered class of the Company's equity securities (“Principal Owners”) , (i) file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission and the National Association of Securities Dealers and (ii) furnish copies of these filings to the Company.





Based solely on the Company's review of the copies of such forms (and amendments) it has received and representations from certain reporting persons that they were not required to file Forms 5 for specified fiscal years, the Company believes that all its officers, directors and Principal Owners complied with all filing requirements applicable to them with respect to transactions during fiscal 2010.


35





ITEM 13.  - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE





Certain Relationships and Related Transactions





A monthly management fee of $21,000 is paid to Kent Financial Services, Inc. (“Kent”), a Nevada corporation, for management services.  These services include, among other things, periodic and other filings with the Securities and Exchange Commission, evaluating merger and acquisition proposals, internal accounting and shareholder relations.  This arrangement may be terminated at will by either party.  Kent was the beneficial owner of approximately 53.44% of the Company’s outstanding common stock at December 31, 2010.  Paul O. Koether, Chairman of the Company is also the Chairman of Kent and the beneficial owner of or authorized proxy for
approximately 62.22% of Kent’s outstanding common stock.  Bryan P. Healey, Chief Financial Officer of the Company is also the Chief Financial Officer of Kent and the son-in-law of Paul O. Koether.





Director Independence





The following members of the Board of Directors are “independent” as that term is defined in the Rules of the NASDAQ Stock Market: Diarmuid Boran and Rocco Mastrodomenico.





Item 14.  -            PRINCIPAL ACCOUNTANT FEES AND SERVICES





The Company’s Principal Accountant for 2010 and 2009 was Paritz and Company, P.A. (“Paritz”).





Year ended December 31, 2010





Audit Fees:  The aggregate fees, including expenses, expected to be billed by Paritz in connection with the audit of the Company’s consolidated financial statements and for the review of the Company’s financial information included in the Company’s Annual Report on Form 10-K and for the review of the Company’s financial information included in the Company’s quarterly reports on Form 10-Q filed during the fiscal year ending December 31, 2010 are $17,500.





Audit Related Fees: Paritz is expected to bill Kent Capital, Inc., the Company’s wholly owned subsidiary, $3,500 for the audit of its 2010 financial statements in accordance with FINRA and SEC requirements.





Tax Fees: The aggregate fees, including expenses, billed by Paritz in connection with the preparation of income tax returns for the Company during fiscal year ended December 31, 2009 were $2,400.





All Other Fees: No other fees were billed to the Company by Paritz during 2010.





36


Year ended December 31, 2009





Audit Fees:  The aggregate fees, including expenses, billed by Paritz in connection with the audit of the Company’s consolidated financial statements and for the review of the Company’s financial information included in the Company’s Annual Report on Form 10-K and for the review of the Company’s financial information included in the Company’s quarterly reports on Form 10-Q filed during the fiscal year ending December 31, 2009 were $17,500.





Audit Related Fees: Paritz billed Kent Capital, Inc., the Company’s wholly owned subsidiary, $5,000 for the audit of its 2009 financial statements in accordance with FINRA and SEC requirements.





Tax Fees: The aggregate fees, including expenses, billed by Paritz in connection with the preparation of income tax returns for the Company during fiscal year ended December 31, 2009 were $2,000.





All Other Fees: No other fees were billed to the Company by Paritz during 2009.





Audit Committee Pre-Approval Policies and Procedures





The Audit Committee pre-approved all non-audit work performed by the Company’s principal accountant, specifically, the preparation of income tax returns for the Company.





The hours expended on Paritz’ engagement to audit the Company’s financial statements for 2010 that were attributed to work performed by persons other than full-time permanent employees of Paritz was not greater than 50% of the total hours expended.





ITEM 15.  -                      EXHIBITS





The following exhibits are filed as part of this report:





ExhibitNumber

Description of Document3.1

Articles of Incorporation of Kent International Holdings, Inc. (1)3.2

Bylaws of Kent International Holdings, Inc. (1)3.3

Certificate of Designation for Series A Junior Participating Preferred Stock. (2)10.1

Purchase Agreement between 4211 Cedar Springs Partners, Ltd., as Seller, and Kent International Holdings, Inc., as Buyer, dated February 22, 2011. .(3)10.39

Amended and Restated 1986 Incentive Stock Option Plan of the Company.(4)**21

Subsidiaries31.1

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002***31.2

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002***32

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002***99.1

Financial Statements of Real Estate Operations Acquired. ***Independent Accountants ReportStatement of Revenue in Excess of Certain Expenses for the year ended December 31, 2010Notes to Statement of Revenue in Excess of Certain Expenses99.2

Pro Forma Financial Information.(3)Unaudited Pro Form Consolidated Balance SheetUnaudited Pro Forma Consolidated Statement of OperationsNotes to the Unaudited Pro Forma Consolidated Balance Sheet and Statement of Operations





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__________________________





(1)
Filed as an exhibit to the Company’s Definitive Information Statement on Form DEF 14C filed April 21, 2006, film number 06771307, and incorporated herein by reference.(2)
Filed as an exhibit to the Company’s annual report on Form 10-K for the year ended December 31, 1995, and incorporated herein by reference.(3)
Filed as an exhibit to the Company’s Form 8-K, filed March 28, 2011, and incorporated herein by reference.(4)
Filed as an exhibit to the Company’s Registration Statement of Form S-1, filed October 13, 1992, file number 33-53244, or amendments thereto and incorporated herein by reference.**
Compensatory Plan.***
Filed herewith.











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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.








KENT INTERNATIONAL HOLDINGS, INC.March 18, 2011
By:/s/ Paul O. KoetherPaul O. KoetherChairman and Chief Executive Officer








Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.





Signature

Capacity

Date/s/ Paul O. Koether

Chairman and Chief

March 18, 2011Paul O. Koether

Executive Officer(Principal Executive Officer)/s/ Bryan P. Healey

Chief Financial Officer,

March 18, 2011Bryan P. Healey

Treasurer, Secretary andDirector (Principal FinancialAnd Accounting Officer)/s/ Diarmuid Boran

Director

March 18, 2011Diarmuid Boran/s/ Rocco Mastrodomenico

Director

March 18, 2011Rocco Mastrodomenico











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